Software License and Service Agreement
General Terms and Conditions
§ 1 Preamble
CROSS ALM is a consulting company specializing in Application Lifecycle Management (ALM). CROSS ALM has developed its own software product to extend the SAP Solution Manager for typical business requirements. The CUSTOMER wishes to license the software covered by this contract for internal use on a rental basis. The software is to be operated by the CUSTOMER on their own system environment. Furthermore, CROSS ALM provides support services for the licensed software. The parties agree to the following:§ 2 Subject Matter of the Contract
2.1 The subject of this contract is the temporary provision of the software described in Annex 1 (hereinafter referred to as “Software”) and the granting of corresponding usage rights by CROSS ALM to the CUSTOMER for internal business use. 2.2 The subject of this contract also includes maintenance and support services for the software provided by CROSS ALM during the contract term.§ 3 Description of the Contract Software
3.1 The software provided to the CUSTOMER and its functions are comprehensively defined in the product description in Annex 1. 3.2 The obligated specifications of the software are conclusively derived from the product description. 3.3 The system requirements listed in Annex 1 are necessary for operating the software. These system requirements are not tailored to a specific CUSTOMER but provide only a rough guideline for the required hardware and software environment for operating the software. The actual resources required depend significantly on the nature and scope of the CUSTOMER’s usage of the software. 3.4 The software is provided to the CUSTOMER for download. Along with the delivery, the CUSTOMER receives an electronic user manual that explains the essential functions and usage of the software. The user manual is considered provided even if it is publicly accessible via the internet.§ 4 Granting of Usage Rights
4.1 CROSS ALM is and remains the sole owner of the exclusive usage rights to the software, as well as the user manuals, documentation, and other materials related to the software. The CUSTOMER is granted only simple usage rights as regulated below. 4.2 CROSS ALM grants the CUSTOMER a simple, non-exclusive, non-transferable right to use the software for the duration of this contract as follows:4.2.1 The CUSTOMER is permitted to: install and use the software on a specific hardware device. If the CUSTOMER changes the hardware, they must delete the software from the previously used hardware. The use of the software within a network or a multi-station computer system is not allowed if it enables simultaneous multiple usage of the program. OR install the software on the agreed number of specific hardware devices or within a network or multi-station computer system, allowing simultaneous multiple usage of the software by different users. The number of concurrent users is limited to the agreed amount. 4.2.2 Additionally, the CUSTOMER is entitled to create backup copies of the software as part of their regular backups, provided this is technically necessary. The use of these copies is strictly limited to backup purposes, and they must be labeled as backup copies. 4.2.3 The CUSTOMER may only use the software within their own company. The CUSTOMER is not permitted to allow third parties to use the software.
4.3 If the software is used for more concurrent users than agreed upon without CROSS ALM’s approval, CROSS ALM is entitled to charge the additional fee based on the current price list (Annex 3) applicable during the period of extra usage, unless the CUSTOMER proves a lesser damage. Further claims by CROSS ALM remain unaffected. 4.4 The CUSTOMER is prohibited from transferring the software, including any user manuals, documentation, or related materials, to third parties. Temporary provision of the software (e.g., as Application Service Providing – ASP or Software as a Service – SaaS) for other companies is not permitted without prior written approval from CROSS ALM. Commercial rental of the software is strictly prohibited. 4.5 The CUSTOMER is only entitled to modify, extend, or otherwise alter the software as permitted by law under § 69c No. 2 UrhG (German Copyright Law). The CUSTOMER may only rectify software errors themselves or through third parties if CROSS ALM is unable or unwilling to fix a reported error. 4.6 The CUSTOMER may decompile the software only within the limits of § 69e UrhG and only if CROSS ALM does not provide the necessary data or information for interoperability within a reasonable time upon request. 4.7 If CROSS ALM provides the CUSTOMER with new software versions, such as updates or patches, these will be subject to the terms of this contract. In particular, if CROSS ALM provides a “New Edition” that replaces the entire software or individual components (collectively “Legacy Software”), the CUSTOMER’s rights to use the Legacy Software expire as soon as they start using the New Edition in a productive environment.§ 5 Return and Deletion Obligations
5.1 Upon termination of this contract, the CUSTOMER’s right to use the software also ends. Upon termination, the CUSTOMER must return all original storage media, if available, along with all provided documentation, materials, and other software-related documents. 5.2 Proper return includes the complete and final deletion of all copies in the CUSTOMER’s possession. The CUSTOMER must confirm this deletion in writing to CROSS ALM. 5.3 In individual cases, CROSS ALM may waive the return obligation under section 5.1 and instead require the CUSTOMER to delete the software and destroy all documentation. If CROSS ALM opts for this, they will inform the CUSTOMER in writing, who must then confirm the deletion and destruction in writing. 5.4 Notwithstanding the above, the CUSTOMER may retain copies of the software as part of backup procedures if necessary for proper data protection. Such copies may only be used for backup purposes.§ 6 Software Maintenance and Support
6.1 CROSS ALM provides maintenance and support services for the software during the contract term. 6.2 The scope of the maintenance and support services is exclusively defined in the attached service description (Annex 2). Any warranty claims of the CUSTOMER remain unaffected by § 6. 6.3 The following are not included in maintenance and support services:6.3.1 Custom modifications and extensions of the software. 6.3.2 Maintenance and support for third-party software. 6.3.3 Installation and implementation of the software on the CUSTOMER’s hardware environment. 6.3.4 Hardware or operating system changes. 6.3.5 Training and instruction of CUSTOMER employees unless explicitly agreed upon.
6.4 Maintenance and support services are provided only for major releases of the software that are still in general availability. Major releases are identified by a new main version number. Once a major release reaches its end of life (EOL), it will no longer be maintained by CROSS ALM. 6.5 The CUSTOMER is generally required to install and use the latest available major release unless this is unreasonable, for example, if additional costs for hardware or software upgrades are necessary or essential functionalities are removed.§ 7 Software Usage Fees and General Payment Terms
7.1 A monthly fee is agreed upon for the provision of the software, maintenance, support services, and granting of usage rights. The fee depends on the number of productive systems in which the software is installed and is specified in the price list (Annex 3). 7.2 The fee is payable in advance at the beginning of each contract year for twelve months. 7.3 The fee is stated as a net amount, excluding applicable VAT.§ 8 Customer’s Obligations and Responsibilities
8.1 The CUSTOMER is required to cooperate appropriately in CROSS ALM’s service provision. Given the complexity and client-specific nature of software and IT services, close cooperation between the parties is essential. CUSTOMER cooperation is a key contractual obligation. 8.2 The CUSTOMER must create all necessary conditions for service provision in a timely manner, whether contractually agreed or within their responsibility.§ 9 Warranty
9.1 CROSS ALM is obligated to rectify defects in the provided software through repair or replacement.§ 10 Limitation of Liability
10.1 CROSS ALM is liable for damages caused by intent or gross negligence.§ 11 Final Provisions
This contract is governed by the laws of the Federal Republic of Germany.§ 12 List of Annexes
- Annex 1: Product Description
- Annex 2: Service Specifications
| Annex 1 |
Cross Connector CC4
Product Description
Cross Connector CC4 SAP Solution Manager – ServiceNow
1. Introduction
The SAP Solution Manager includes a range of tools that fully support the end-to-end process of Application Lifecycle Management. Therefore, it is a common task to adapt these processes to the specific needs of each customer. A frequent issue in an SAP environment is user-friendliness. Due to such scenarios, many customers, particularly influenced by project management, choose to track or organize their projects using an external tool. An example of such an external tool is ServiceNow. This tool is used to improve the overall quality of project management. Unlike the Solution Manager, these tools enhance the user experience and enable project management using agile methods without requiring extensive configuration. Based on the topics mentioned above, the use of Cross ALM connectors can provide significant improvements.2. Functional Description
The ServiceNow Connector synchronizes status changes, comments, custom fields, and attachments from ServiceNow with issue types in the Solution Manager. The following features are available in the tool:- ServiceNow-side configuration of multiple SAP Solution Manager systems
- Bi-directional creation and updates of issues between ServiceNow and SAP Solution Manager Focused Build processes, including Requirements, Work Packages, and Work Items
- ServiceNow-side synchronization of already created issues
- SAP-side synchronization of issue types
- Integration with the SAP Solution Manager Focused Build process, specifically in the Requirement Management area
- Bi-directional flexible configuration for workflows and custom fields
| Annex 2 |
Cross Connector CC4
Service Specifications
- Beyond the warranty obligations, Cross ALM provides support for reported errors from Monday to Friday, 8:00 AM to 5:00 PM, excluding nationwide public holidays in Germany (“Service Hours”). During these hours, Cross ALM maintains service availability, which can be reached via email or the Cross ALM ITSM tool.
The Cross ALM ticketing tool is available at the following link:
https://crossalm2.atlassian.net/servicedesk/customer/portal/6
- Maintenance services (particularly the delivery of updates and troubleshooting) are generally carried out via remote data transmission. The customer is responsible for providing the necessary technical requirements at their own expense. A remote connection must be made available.
- Maintenance services can only be requested by the customer’s system administrator or their representative and, unless otherwise agreed, exclusively via email to the address specified by Cross ALM for this purpose. If access to personal data cannot be avoided in this context, the parties will enter into a separate written agreement in compliance with applicable data protection regulations before granting any necessary system access.
- The following services are not included in maintenance services:
a) Individual modifications and extensions of the software;
b) Maintenance services for third-party software;
c) Installation and implementation of the software on the customer’s hardware environment;
d) Hardware or operating system changes;
e) Training and instruction of employees.
Cross ALM will only provide these services under a separate agreement and for an additional fee.
5. If, during the processing of an error report, it is determined that the reported error was caused by circumstances for which the customer is responsible, Cross ALM is entitled to charge for the time spent handling the error report and conducting the troubleshooting analysis.